SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                   FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





                                 March 16, 1998
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                Date of Report (Date of earliest event reported)

                           360 COMMUNICATIONS COMPANY
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             (Exact name of registrant as specified in its charter)





       Delaware                1-14108                    47-0649117
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(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)




                  8725 W. Higgins Road, Chicago, Illinois 60631
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               (Address of principal executive offices) (Zip Code)

                                 (773) 399-2500
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              (Registrant's telephone number, including area code)






This report amends the registrant's Current Report on 8-K dated March 16, 1998
filed with the Securities and Exchange Commission on March 16, 1998.

Item 7.  Financial Statements and Exhibits.

         (c)     Exhibits.

         2.1      Agreement  and Plan of Merger dated as of March 16, 1998 among
                  ALLTEL   Corporation,   Pinnacle  Merger  Sub,  Inc.  and  360
                  Communications  Company.  

         2.2      Stock  Option  Agreement  dated as of March 16,  1998  between
                  ALLTEL  Corporation  and 360  Communications  Company. 

         4.9      First Amendment to Rights Agreement dated as of March 16, 1998
                  to  Rights  Agreement  dated as of March 5, 1996  between  360
                  Communications  Company  and  The  Chase  Manhattan  Bank,  as
                  successor in interest to Chemical  Bank, as Rights Agent.  

         99.1     Press Release issued by 360 Communications  Company and ALLTEL
                  Corporation on March 16, 1998  announcing the execution of the
                  Agreement and Plan of Merger. (Previously filed.)

                                       -2-





                                    SIGNATURE


         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                         360 COMMUNICATIONS COMPANY



                         By: /S/ Gary L. Burge
                             Gary L. Burge
                             Senior Vice President - Engineering
                             and Network Operations



Date: March 16, 1998


                                       -3-





                                  EXHIBIT INDEX




   Exhibit
     No.                           Description of Exhibits
  ---------                       -------------------------

     2.1        Agreement  and Plan of Merger  dated as of March 15,  1998 among
                ALLTEL  Corporation,  Merger Sub,  Inc.  and 360  Communications
                Company. 

     2.2        Stock Option Agreement dated as of March 15, 1998 between ALLTEL
                Corporation and 360 Communications  Company.  (

     4.9        First  Amendment to Rights  Agreement dated as of March 16, 1998
                to  Rights  Agreement  dated  as of March 5,  1996  between  360
                Communications   Company  and  The  Chase   Manhattan  Bank,  as
                successor in interest to Chemical Bank, as Rights Agent.

     99.1       Press Release  issued by 360  Communications  Company and ALLTEL
                Corporation  on March 16, 1998  announcing  the execution of the
                Agreement and Plan of Merger. (Previously filed.)